Common use of Expenses; Documentary Taxes; Indemnification Clause in Contracts

Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall promptly pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation, negotiation and closing of this Agreement and the Loan Documents, the syndication of and the administration of the facility established hereby, any waiver or consent hereunder or any amendment hereof or thereof or any waiver of any Default or alleged Default, and any termination hereof or thereof and (ii) if a Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes.

Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall promptly pay (i) all reasonable out-of-pocket expenses of the AgentAdministrative Agent and the Lead Arranger, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparationpreparation of this Agreement and all related documents, negotiation the negotiation, closing and closing syndication of this Agreement and the Loan DocumentsLoans (including due diligence with respect thereto), the syndication of and the administration of this Agreement and the facility established herebyLoans, and in connection with any waiver waiver, amendment or consent hereunder or any amendment hereof or thereof or any waiver of any Default or alleged Default, and any termination hereof or thereof Default hereunder and (ii) if a an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bankor any Lender, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank Lender against any transfer taxes, documentary taxes, mortgage recording taxes, assessments or charges made by any governmental authority by reason of the execution and delivery or enforcement of this Agreement or any of the NotesLoan Documents.

Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall promptly pay (i) all reasonable out-of-pocket expenses of the Agent, the Security Agent and (in the case of expenses relating to the issuance of a Letter of Credit) each Issuing Bank, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation, negotiation and closing preparation of this Agreement and the other Loan Documents, the syndication of and the administration of the facility established hereby, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any waiver of any Default or alleged Default, and any termination hereof or thereof Default hereunder and (ii) if a an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent Agent, the Security Agent, any Issuing Bank or (in the case of expenses of collection and each other enforcement proceedings) any Bank, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority Governmental Authority by reason of the execution and delivery of this Agreement or the Notesother Loan Documents.

Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall promptly pay (i) all reasonable and documented out-of-pocket expenses of the Agent, including reasonable and documented fees and disbursements of special counsel for the Agent, in connection with the preparation, negotiation and closing of this Agreement and the Loan Documents, the syndication of and the administration of the facility established hereby, any waiver or consent hereunder or any amendment hereof or thereof or any waiver of any Default or alleged Default, and any termination hereof or thereof and (ii) if a Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority Authority by reason of the execution and delivery of this Agreement or the Notes.

Expenses; Documentary Taxes; Indemnification. (ai) The Borrower shall promptly pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation, negotiation and closing of this Agreement and the Loan Documents, the syndication of and the administration of the facility established hereby, any waiver or consent hereunder or any amendment hereof or thereof or any waiver of any Default or alleged Default, and any termination hereof or thereof and (ii) if a Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes.

Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall promptly pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation, negotiation and closing of this Agreement and the Loan Documents, the syndication of and the administration of the facility established hereby, any waiver or consent hereunder or any amendment hereof or thereof or any waiver of any Default or alleged Default, and any termination hereof or thereof and (ii) if a Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including including, in respect of legal costs and expenses, the reasonable fees and disbursements documented out-of-pocket costs and expenses of one special counsel and one local counsel in each relevant jurisdiction and, after the occurrence and during the continuance of any Event of Default, for the Agent (including reasonable allocated costs and, solely in the case of in-house counselany actual or potential conflict of interest as reasonably determined by a Bank, one additional counsel for such Bank), in connection with such Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority Authority by reason of the execution and delivery of this Agreement or the Notes, except for any such taxes, assessments or charges imposed with respect to an assignment.

Expenses; Documentary Taxes; Indemnification. (a) The Borrower Company shall promptly pay (i) all reasonable legal and other out-of-pocket expenses of the AgentAgents, including the reasonable fees and disbursements expenses of special Davix Xxxx & Xardxxxx, xxecial counsel for to the AgentAgents, and all reasonable fees and expenses of consultants and other experts consulted by the Agents in connection with (x) the preparation, negotiation and closing preparation of this Agreement and the Loan Financing Documents, the syndication of and the administration of the facility established hereby, (y) any waiver or consent hereunder under the Financing Documents or (z) any amendment hereof of the Financing Documents or thereof or any waiver of any Default or alleged Default, and any termination hereof or thereof Default thereunder and (ii) if a an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the any Agent and each or Bank, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower Company shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesFinancing Documents.

Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall promptly pay (i) all reasonable and documented out-of-pocket expenses of the Agent, including reasonable and documented fees and disbursements of special counsel for the Agent, in connection with the preparation, negotiation and closing of this Agreement and the Loan Documents, the syndication of and the administration of the facility established hereby, any waiver or consent hereunder or any amendment hereof or thereof or any waiver of any Default or alleged Default, and any termination hereof or thereof and (ii) if a Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority Authority by reason of the execution and delivery of this Agreement or the Notes.

Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall promptly pay (i) The Company shall pay (A) all reasonable out-of-pocket expenses of the AgentPurchaser, including reasonable fees and disbursements of special counsel for the AgentPurchaser, in connection with the preparation, negotiation and closing preparation of this Agreement Agreement, (B) all out-of-pocket expenses of each Holder, including fees and the Loan Documentsdisbursements of counsel for such Holder, the syndication of and the administration of the facility established hereby, in connection with any waiver or consent hereunder under this Agreement or under the Debenture or any amendment hereof of this Agreement or thereof the Debenture or any waiver of any Default default or alleged default under this Agreement or under the Debenture and (C) if an Event of Default, and any termination hereof or thereof and (ii) if a Default as defined in the Debenture, occurs, all reasonable out-of-pocket expenses incurred by the Agent and each BankHolder, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower Company shall indemnify each Bank Holder against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesDebenture or any conversion of the Debenture.

Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall promptly pay (i) all out-of-pocket expenses of the Agents, including fees and disbursements of special counsel for the Agents, in connection with the preparation and administration of each Loan Document, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default, (ii) all reasonable out-of-pocket costs and expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, incurred by each Issuing Bank in connection with the preparationissuance, negotiation and closing amendment, renewal or extension of this Agreement and the Loan Documents, the syndication any Letter of and the administration of the facility established hereby, any waiver or consent hereunder Credit or any amendment hereof or thereof or any waiver of any Default or alleged Defaultdemand for payment thereunder, and any termination hereof or thereof and (iiiii) if a an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the any Agent and each Bankor Lender, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank Lender against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the NotesLoan Documents.

Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall promptly pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing preparation of this Agreement and the Loan Documents, the syndication of and the administration of the facility established herebyAgreement, any waiver or consent hereunder or any amendment hereof or thereof any Event of Default or any waiver event or condition which, with the giving of any notice or lapse of time or both, would become an Event of Default or any alleged Default, and any termination hereof Event of Default or thereof such event or condition hereunder and (ii) if a an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or similar charges made by any governmental authority solely by reason of the execution and delivery of this Agreement or the Notes.